options, 213,600 were granted pursuant to the AmSurg 1997 Stock Incentive Plan
and are subject to AmSurg stockholder approval at the stockholders' meeting
scheduled to be held on December 1, 1997. Of the 3,959,718 shares of Class A
Common Stock that are anticipated to be "restricted securities" immediately
following the Distribution, 3,602,809 will have satisfied a one-year holding
period following the Distribution. All options outstanding after the
Distribution will be to purchase shares of Class A Common Stock. Prior to the
Distribution, there has been no market for the Class A Common Stock or Class B
Common Stock and no prediction can be made as to the effect, if any, that the
sale of shares or the availability of shares for sale will have on the market
price prevailing from time to time. Nevertheless, sales of substantial amounts
of Class A Common Stock in the public market could adversely affect prevailing
market prices and the ability of AmSurg to raise equity capital in the future.
DILUTION AND IMPACT OF AMSURG PREFERRED STOCK. Certain redemption and
conversion features of the AmSurg Series A Preferred Stock and the Series B
Preferred Stock, the award and exercise of stock options by the management of
AmSurg and the issuance of Class A Common Stock in connection with the
acquisitions of AmSurg surgery centers and equity financings may cause dilution
of the per share value of the AmSurg Common Stock held by AmSurg stockholders.
The conversion of the Series B Preferred Stock into Class A Common Stock will
result in such investors holding between six and eight percent of the AmSurg
Common Stock on a fully diluted basis as of November 20, 1996 depending on the
timing of the conversion. If not redeemed by November 20, 1998, the Series A
Preferred Stock will be entitled to an eight percent annual per share cash
dividend from that date forward. The Series A Preferred Stock is also entitled
to a 14% annual per share cash dividend upon certain events of default by
AmSurg. If certain liquidity events have not occurred prior to November 20,
2002, AmSurg will be required to redeem the Series A Preferred Stock and Series
B Preferred Stock. See "DESCRIPTION OF CAPITAL STOCK."
CERTAIN ANTITAKEOVER EFFECTS. Certain provisions of AmSurg's Charter and
Bylaws and Tennessee statutory law could have the effect of delaying, deferring
or preventing a change in control of AmSurg in a transaction not approved by
AmSurg's Board of Directors. See "DESCRIPTION OF CAPITAL STOCK -- Certain
Provisions of the Charter, Bylaws and Tennessee Law."
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS. This Information
Statement contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21E of the Exchange Act , which
are intended to be covered by the safe harbors created thereby. The Litigation
Reform Act, which includes Section 27A of the Securities Act and Section 21E of
the Exchange Act, does not apply to initial public offerings. When used in this
Information Statement, the words "anticipate", "believe", "estimate", "expect"
and similar expressions are intended to identify forward-looking statements.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty. Although AHC and AmSurg believe that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Information Statement will prove
to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, including the risk factors described
herein, the inclusion of such information should not be regarded as a
representation by AHC, AmSurg or any other person that the objectives and plans
of AHC or AmSurg will be achieved. Neither AHC nor AmSurg intends to update any
of these forward-looking statements.